UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

## FORM 10-K/A

|Mark One |                                                                                               
|-------- | ----------------------------------------------------------------------------------------------
|[ X ]    | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934    
|         | For the Fiscal Year ended December 31, 2011                                                   
|[   ]    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
|         | For the transition period from _____ to
  _____                                               

Date of Report:March 20, 2013

### BALTIA AIR LINES, INC.

(Exact name of Registrant as specified in its charter)

|NEW YORK(State of Incorporation)                                                                                                                                                                                                                                                                                                                                   | 11-2989648(IRS Employer Identification No.)          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------
|JFK International Airport, Building 151, Jamaica, NY
11430(Address of principal executive offices)(718) 244 8880
(Registrant's telephone number, including area code)                                                                                                                                                                                             
|Title of each class
-None-                                                                                                                                                                                                                                                                                                                                         | Name of each Exchange on which registered
-None-     
|Securities Registered pursuant to Section 12(g) of the Exchange Act:                                                                                                                                                                                                                                                                                              
|Common Stock,(Title of Class)                                                                                                                                                                                                                                                                                                                                      | $.0001 Par Value                                     
|Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [  ] - - No [X]                                                                                                                                                                                                                       
|Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [   ] - - No [X]                                                                                                                                                                                                                         
|Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] - - No [  ]
|Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [X] - - No [  ]     
|Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):                                                       
|Large accelerated filer [   ] 
Non-accelerated filer [   ]                                                                                                                                                                                                                                                                                                         | Accelerated filer [  ]
Smaller reporting company  [X]
|Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act of 1934).  Yes [ ]   No [X]                                                                                                                                                                                                                        
|The aggregate market value of the voting common equity held by non-affiliates
as of April 10, 2012 is $31,233,039.                                                                                                                                                                                                                                                
|The number of shares of the registrant's common stock outstanding as of April
10, 2012 was 1,909,599,529.                                                                                                                                                                                                                                                         

[EXPLANATORY NOTE:  Certain
      clerical errors were discovered in the previous 10-K filings
      which necessitated a complete review and recalculation of
      executive compensation for all directors and officers. The
      result of this review has resulted in the corrections that
      have been made to prior 10-K filings and in Item 11.
      Executive Compensation, the Report of the Independent
      Registered Public Accounting Firm, and Financial Notes,
      Recent Accounting Pronouncements, Notes 4
      and 8.
      All other parts of the report have been omitted and are the
      same as previously filed.]

---

### TABLE OF CONTENTS

|PART 1   |                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------
|Item 1.  | Business                                                                                                    
|Item 1A. | Risk Factors                                                                                                
|Item 1B. | Unresolved Staff Comments                                                                                   
|Item 2.  | Properties                                                                                                  
|Item 3.  | Legal Proceedings                                                                                           
|PART II  |                                                                                                             
|Item 5.  | Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|Item 6.  | Selected Financial Information                                                                              
|Item 7.  | Management's Discussion and Analysis of Financial Condition and
Results of Operations                       
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                  
|Item 8.  | Financial Statement Supplementary Data                                                                      
|Item 9.  | Changes in and Disagreements with Accountants on Accounting And
Financial Disclosures                       
|Item 9A  | Controls and Procedures                                                                                     
|Item 9B  | Other Information                                                                                           
|PART III |                                                                                                             
|Item 10. | Directors and Executive Officers of the Registrant                                                          
|Item 11. | Executive Compensation                                                                                      
|Item 12. | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters              
|Item 13. | Certain Relationships and Related Transactions                                                              
|Item 14. | Principal Accountant Fees and Services                                                                      
|PART IV  |                                                                                                             
|Item 15. | Financial Statements and Other Exhibits                                                                     

---

#### PART I

##### Item
      11. Executive Compensation.

No
      cash compensation was paid to the executive officers of the
      Company during the fiscal years ended December 31, 2011 and
      2010.

During
      the year ended December 31, 2011, the Company issued
      245,749,998 shares of its $.0001 par value common stock to
      its executive officers; the shares were recorded at fair
      value and were awarded as bonus fully earned and
      non-assessable, and containing no future earned performance
      of forfeiture requirements. Of this 245,749,998 total,
      208,500,000 shares, valued at $10,712,000, was issued to Igor
      Dmitrowsky, president and CEO.

**SUMMARY COMPENSATION TABLE**

|Name & Principal 
Position          | Year       | Base Salary | Bonus      | Stock Awards*             | Option Awards* | Non-Equity  Incentive Plan Compensation  Earnings | Change in Pension 
Value and 
Nonqualified 
Incentive Plan 
Compensation | All Other
Compensation ** | Total                 
|----------------------------------- | ---------- | ----------- | ---------- | ------------------------- | -------------- | ------------------------------------------------- | ------------------------------------------------------------------------ | ------------------------- | ----------------------
|Igor Dmitrowsky President, CEO      | 2011  2010 | $ 0     0   | $ 0   0    | $ 10,712,000    8,759,000 | $ 0   0        | $ 0      0                                        | $ 0      0                                                               | $ 75,106    145,453       | $10,787,106  8,904,453
|Barry Clare      Vice-President     | 2011  2010 | 0    0      | 0     0    | 1,426,000    2,024,000    | 0           0  | 0             0                                   | 0           0                                                            | 347,948  293,427          | 1,773,948 2,317,427   
|Rusell Thal          Vice-President | 2011  2010 | 0    0      | 0        0 | 362,000    293,000        | 0     0        | 0       0                                         | 0     0                                                                  | 51,000      0             | 413,000  293,000      
|Walter Kaplinsky         Secretary  | 2011  2010 | 0    0      | 0        0 | 214,000    202,000        | 0     0        | 0       0                                         | 0     0                                                                  | 0      3,930              | 214,000  205,930      
|Andris Rukmanis        VP, Europe   | 2011  2010 | 0    0      | 0        0 | 0    162,000              | 0     0        | 0       0                                         | 0     0                                                                  | 0      0                  | 0  162,000            

* These columns represent the grant date fair value of the
      awards as calculated in accordance with FASB ASC Topic
      718, Compensation
      – Stock Compensation. The
      fair value of these equity awards on the date of grant was
      approximately $12,714,000 and $11,440,000 for stock awards
      for the years ended December 31, 2011 and 2010. The fair
      value was estimated using the Black-Sholes option pricing
      model with the following assumptions: risk free interest rate
      of 3.3% and 4.4%, for the years ended December 31, 2011 and
      2010, respectively, no dividend yield, expected lives between
      one and five years, and volatility of 200%. The expected term
      of the equity instruments granted is based on the
      “simplified method for “plain vanilla”
      options discussed in SEC Staff Accounting Bulletin
      (“SAB”) No. 107, as amended by SAB No. 110. The
      expected volatility is derived from historic volatility of
      the Company’s stock on the OTCBB for a period that
      matches the expected term of the equity award. The risk-free
      interest rate is the yield from a Treasury note corresponding
      to the expected term of the equity awards.

**
      Mr. Dmitrowsky was charged additional compensation of $15,000
      and $15,000, which represents one-hundred percent of the rent
      the Company paid for its original corporate headquarters
      during the years ended December 31, 2011 and 2010,
      respectively. In addition, during the years ended December
      31, 2011 and 2010, Mr. Dmitrowsky received other compensation
      of $60,106 and $130,453 for services provided the Company in
      lieu of salary.

Mr.
        Clare was paid additional compensation of $347,948 and
        $293,427 for the years ended December 31, 2011 and 2010,
        respectively, which represents amounts paid him for
        negotiating services in connection with the raise of new
        equity capital.

Russell
      Thal was paid additional compensation of $51,000 for services
      provided the Company during the year ended December 31,
      2011.

Mr.
      Kaplinsky was paid additional compensation of $3,930 for
      services provided the Company during the year ended December
      31, 2010.

#### PART IV.

##### Item 15.  Exhibits and Financial Statements.

**APPENDIX A - Financial States for the Years Ended December 31, 2011 ad 2010**

|Report of Independent Registered Accounting firm                                                                                         | F-1        
|---------------------------------------------------------------------------------------------------------------------------------------- | -----------
|Balance Sheets as of December 31, 2011 and 2010                                                                                          | F-2        
|Statements of Operations for the years ended December 31, 2011 and 2010, and the period August 29, 1989 (inception) to December 31, 2011 | F-3        
|Statements of Cash Flows for the years ended December 31, 2011 and 2010, and the period August 9, 1989 (inception) to December 31, 2011  | F-4        
|Statement of Changes of Stockholders' Equity for the years ended December 31, 2011, 2010, 2009, and 2008                                 | F-5        
|Notes to Financial Statements                                                                                                            | F-6 to F-26

#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
Years Ended December 31, 2011 and 2010

Board of Directors and Shareholders
Baltia Air Lines, Inc.
New York, NY

I have audited the accompanying balance sheets of Baltia Air Lines, Inc. ("the Company") as of December 31, 2011 and 2010 and the statements of operations, stockholders' equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management.  My responsibility is to express an opinion on these financial statements based on my audit.

I
      conducted my audits in accordance with the standards of the
      Public Company Accounting Oversight Board (United States).
      Those standards require that I plan and perform the audit to
      obtain reasonable assurance about whether the financial
      statements are free of material misstatements. I was not
      engaged to perform an audit of its internal control over
      financial reporting. My audits included consideration of
      internal control over financial reporting as a basis for
      designing audit procedures that are appropriate in the
      circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company's internal
      control over financial reporting. Accordingly, I express no
      such opinion. An audit includes examining, on a test basis,
      evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the
      accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial
      statement presentation. I believe that my audits provide a
      reasonable basis for my opinion.

In
      my opinion, these financial statements present fairly, in all
      material respects, the financial position of Baltia Air
      Lines, Inc. as of December 31, 2011 and 2010 and the results
      of its operations and its cash flows for the years then ended
      in conformity with accounting principles generally accepted
      in the United States.

The
      accompanying financial statements have been prepared assuming
      that the Company will continue as a going concern. As
      discussed in Note 8 of the financial statements, the Company
      has incurred a deficit during its development stage of
      approximately $75 million and consumed approximately $21
      million of cash due to its operating activities. The Company
      may not have adequate readily available resources to fund
      operations through December 31, 2012. This raises substantial
      doubt about the Company's ability to continue as a going
      concern. Management's plans in regard to these matters are
      also described in Note 8. The financial statements do not
      include any adjustments that might result from the outcome of
      this uncertainty.

/s/ Patrick Rodgers, CPA, PA
Patrick Rodgers, CPA, PA
Altamonte Springs, Florida
April 16, 2012

Except
      Note 3 and Note 9—March 8, 2013

PAGE F-1

---

#### APPENDIX A – Financial
Exhibits

BALTIA
      AIR LINES, INC.SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIESDECEMBER 31, 2011

[SECTION
      OMITTED – Introductory Discussion]

Recent
      Accounting Pronouncements:

Recently
      Adopted Standards

The
      Company evaluates the pronouncements of various authoritative
      accounting organizations, primarily the Financial Accounting
      Standards Board (FASB), the SEC, and the Emerging Issues Task
      Force (EITF), to determine the impact of new pronouncements
      on GAAP and the impact on the Company. The following are
      recent accounting pronouncements that have been adopted
      during 2012, or will be adopted in future periods.

In
      May 2011, the FASB issued ASC update No. 2011-04,
      Fair
      Value Measurement (Topic 820), Amendments to Achieve Common
      Fair Value Measurement and Disclosure Requirements in U.S.
      GAAP and IFRSs.
      The amendments in this update result in common fair value
      measurement and disclosure requirements in US generally
      accepted accounting principles ("U.S. GAAP") and
      International Financial Reporting Standards ("IFRS").
      Consequently, the amendments converge the fair value
      measurement guidance in U.S. GAAP and IFRS. Some of the
      amendments clarify the application of existing fair value
      measurement requirements, while other amendments change a
      particular principle in ASC 820. The amendments in this
      update that change a particular principle or requirement for
      measuring fair value or disclosing information about fair
      value measurements include the following: 1) measuring the
      fair value of financial instruments that are managed within a
      portfolio, 2) application of premiums and discounts in a fair
      value measurement, and 3) additional disclosures about fair
      value measurements. The amendments in this update are to be
      applied prospectively and are effective during interim and
      annual periods beginning after December 15, 2011. We do not
      believe that adoption of this update will have a material
      impact on our financial statements.

In
      June 2011, the FASB issued ASC update No. 2011-05,
      Comprehensive
      Income (Topic 220), Presentation of Comprehensive
      Income.
      The FASB decided to eliminate the option to present
      components of other comprehensive income as part of the
      statement of changes in stockholders’ equity, among
      other amendments in this update. The amendments require that
      all non-owner changes in stockholder’s equity be
      presented in a single continuous statement of comprehensive
      income or in two separate but consecutive statements. In both
      choices, the Company is required to present each component of
      net income along with total net income, each component of
      other comprehensive income along with a total for other
      comprehensive income, and a total amount for comprehensive
      income. The statement of other comprehensive income should
      immediately follow the statement of net income and include
      the components of other comprehensive income and total for
      other comprehensive income, along with a total for
      comprehensive income.

The
      entity is also required to present on the face of the
      financial statements reclassification adjustments for items
      that are reclassified from other comprehensive income to net
      income in the statement(s) where the components of net income
      and the components of comprehensive income are presented. The
      amendments in this update should be applied retrospectively,
      and are effective for fiscal years, and interim periods
      within those years, beginning after December 15, 2011.

In
      February 2013, the FASB amended the ASC to require entities
      to provide information about amounts reclassified out of
      other comprehensive income by component. The Company is
      required to present, either on the face of the financial
      statements or in the notes, the amounts reclassified from
      other comprehensive income to the respective line items in
      the statements of operations. This amendment is effective for
      interim and annual periods beginning after December 15,
      2012.







BALTIA
      AIR LINES, INC.NOTES TO FINANCIAL STATEMENTS

DECEMBER
      31, 2011

[SECTION
      OMITTED – Financial Notes 1-2]

Note
      3. Stockholders' Equity

Recent
      Issuance of Unregistered Securities

Year
      Ended December 31, 2011

Stock
      issued for cash: For
      the year ended December 31, 2011, the Company issued
      241,369,947 shares of its $0.0001 par value common stock in
      exchange for cash in the amount of $7,807,242. These shares
      were deemed to have been issued pursuant to an exemption
      provided by Section 4(2) of the Act, which exempts from
      registration “transactions by an issuer not involving
      any public offering.

Stock
      issued for services: For
      the year ended December 31, 2011, the Company issued
      357,846,441 shares of its $0.0001 par value common stock in
      exchange for services in the amount of $17,438,892, or $0.049
      per share, which reflected the weighted average market value
      at the time of issuance. Of these 357,846,441 total,
      208,500,000 shares, valued at $10,712,0000 were issued to
      Igor Dmitrowsky, president and CEO.

Year
      Ended December 31, 2010

Stock
      issued for cash: For
      the year ended December 31, 2010, the Company issued
      115,776,464 shares of its $0.0001 par value common stock in
      exchange for cash in the amount of $4,377,454, net of
      offering expense of $1,094,366. These shares were deemed to
      have been issued pursuant to an exemption provided by Section
      4(2) of the Act, which exempts from registration
      “transactions by an issuer not involving any public
      offering.

Stock
      issued for services: For
      the year ended December 31, 2010, the Company issued
      252,658,491 shares of its $0.0001par value common stock in
      exchange for services. These shares were valued at
      $15,009,850, or about $0.059 per share, which reflected the
      weighted average market value at the time of issuance. Of the
      252,658,491 total, 149,000,000 shares, valued at $8,759,000
      were issued to Igor Dmitrowsky, president and CEO. We also
      issued 6.8 million shares of our $0.0001 par value common
      stock as a debt incentive; these shares were valued at
      $202,000.

Stock
      Options and Warrants

The
      Company accounts for its stock option awards under FASB ASC
      Topic 718 “Compensation—Stock
      compensation.” The fair value of each option is
      estimated on the date of grant using the Black-Scholes option
      pricing model with the following weighted average assumptions
      used for each grant for the year ended December 31, 2011;
      risk free interest rate of 3.3% and 4.4%, for the years ended
      December 31, 2011 and 2010, respectively, no dividend yield,
      expected lives of between one to five years and volatility of
      200%. The expected term of stock option awards granted is
      generally based up the “simplified” method for
      “plain vanilla” options discussed in SEC Staff
      Accounting Bulletin (“SAB”) No. 107, as amended
      by SAB No. 110. The expected volatility is derived from
      historical volatility of the Company’s stock on the
      OTCBB for a period that matches the expected term of the
      option. The risk free interest rate is the yield from a
      Treasury note corresponding to the expected term of the
      option. For the years ended December 31, 2011 and 2010, the
      Company recognized approximately $17,438,892 and $15,009,850
      , respectively, of stock-based expenses related to the
      issuance of options and shares.

The
      Company has not paid cash dividends and does not expect to
      pay cash dividends in the future.

At
      December 31, 2011, the Company had the following options
      outstanding:

|Exercise
            Price  |  | Outstanding
            at December 31, 2011 |  | Average
            Remaining Contractual Life |  | Weighted
            Average Exercise Price |  | Exercisable
            at December 31, 2011 |  | Weighted
            Average Exercise Price
|--------------------------- |  | -------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------- |  | -------------------------------------------- |  | -------------------------------------------
|$
            0.01 - $ 0.05 |  | 3,276,818                                    |  | 3.3                                            |  | $
            0.01                          |  | 3,276,818                                    |  | $
            0.01                         
|$
            0.06 - $ 0.25 |  | 2,280,000                                    |  | 4.0                                            |  | $
            0.17                          |  | 2,280,000                                    |  | $
            0.17                         
|                            |  | 5,556,818                                    |  | 3.6                                            |  | $
            0.07                          |  | 5,556,818                                    |  | $
            0.07                         
|                            |  |                                              |  |                                                |  |                                             |  |                                              |  |                                            





### Summary
      of Option Activity Through December 31,
      2011

|                                                     | Number
            of Shares Outstanding |  | Weighted
            Average Price |      | Average
            Remaining Term (in years) |     | Aggregate
            Intrinsic Value
|---------------------------------------------------- | ---------------------------------------- |  | ---------------------------------- | ---- | --------------------------------------------- | --- | -------------------------------------
|Options
            outstanding at December 31, 2009 | 28,979,318                               |  | $                                  | 0.02 |                                               |     |                                      
|Granted                                              | 3,400,000                                |  | $                                  | 0.04 |                                               |     |                                      
|Exercised                                            | -                                        |  | $                                  | -    |                                               |     |                                      
|Lapsed                                               | -                                        |  | $                                  | -    |                                               |     |                                      
|Options
            outstanding at December 31, 2010 | 32,379,318                               |  | $                                  | 0.03 |                                               | 1.6 |                                      
|Granted                                              | -                                        |  | $                                  | -    |                                               |     |                                      
|Exercised                                            | -                                        |  | $                                  | -    |                                               |     |                                      
|Lapsed                                               | (26,822,500)                             |  | $                                  | -    |                                               |     |                                      
|Options
            outstanding at December 31, 2011 | 5,556,818                                |  | $                                  | 0.07 |                                               | 3.6 |                                      
|                                                     |                                          |  |                                    |      |                                               |     |                                      
|Exercisable
            at December 31, 2011         | 5,556,818                                |  | $                                  | 0.07 |                                               | 3.6 |                                      
|                                                     |                                          |  |                                    |     

*
      Amount by which the fair value of the stock at the balance
      sheet date exceeds the exercise price





[SECTION
      OMITTED]

Note
      9—Related Party

During
      the year ended December 31, 2011 and 2010, the Company issued
      245,749,998 and 187,600,000, respectively, restricted shares
      of its $0.0001 par value common stock to officers and
      directors. These restricted shares were valued at $12,714,000
      and $11,440,000, respectively, or a weighted average price of
      approximately $.05 and $.06 per share, respectively. Its
      president and CEO was charged additional compensation of
      $15,000 and $15,000, which represents one-hundred percent of
      the rent the Company paid for its original corporate
      headquarters during the years ended December 31, 2011 and
      2010, respectively. Also, during the year ended December 31,
      2011 and 2010, this officer received other compensation of
      $60,106, and $130,453, respectively, for services provided
      the Company in lieu of salary. A second officer, vice
      president-finance, was paid additional compensation of
      $347,948 and $293,427 for the years ended December 31, 2011
      and 2010, respectively, which represents amounts paid him for
      negotiating services in connection with the raise of new
      equity capital. A third officer, corporate secretary, was
      paid additional compensation of $3,930 for services provided
      the Company during the year ended December 31, 2010. A fourth
      officer was paid additional compensation of $51,000 for
      services provided the Company during the year ended December
      31, 2011. During the year ended December 31, 2010, a company
      controlled by a member of the board of directors, was issued
      6.8 million restricted shares of the Company’s $0.0001
      par value common stock, as loan cost paid in connection with
      the financing of a 747-200 airplane. In addition, this
      company was issued 3.4 million warrants to purchase a like
      number of the Company’s $0.0001 par value common stock
      within one year of December 1, 2010. These warrants expired
      in 2011

[END
      OF NOTES TO FINANCIAL STATEMENTS]

[SECTION
      OMITTED]

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Baltia Air Lines, Inc.

Date: March 20, 2013

/s/ Igor Dmitrowsky

By: Igor Dmitrowsky, President, CEO and CFO